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                                                                   EXHIBIT 10.16

                                   12/31/2002
                               SECOND AMENDMENT TO
                          RETIREMENT PLAN FOR EMPLOYEES
                        OF WERNER HOLDING CO. (DE), INC.

The Retirement Plan for Employees of Werner Holding Co, (DE), Inc., as amended
and restated effective as of December 31,2000 (the "Plan"), is hereby further
amended, effective as of the dates set forth below:

         1.       The first sentence of Section 7.06 of the Plan is amended to
                  read as follows, effective as of January 1,2001:

                  "All reasonable expenses necessary to operate or administer
                  the Plan shall be paid from the assets of the Plan."

         2.       The following Special Appendix II shall be added at the end of
                  the Plan to read as follows:

                              "SPECIAL APPENDIX II
                             AMENDMENTS FOR EGTRRA,
                       REVENUE RULINGS 2001-62 AND 2002-27

         This Appendix to the Plan is adopted to reflect certain provisions of
         the Economic Growth and Tax Relief Reconciliation Act of 2001
         ("EGTRRA"), and is intended as good faith compliance with the
         requirements of EGTRRA and is to be construed in accordance with EGTRRA
         and guidance issued thereunder. This Appendix also reflects the
         provisions of Revenue Ruling 2001-62 and 2002-27. Except as otherwise
         provided, the amendment shall be effective as of the first day of the
         Plan Year beginning after December 31,2001.

         SECTION I. LIMITATION ON BENEFITS.

         1.       Effective Date. This Section shall be effective for limitation
                  years ending after December 31,2001.

         2.       Effect on Participants. Benefit increases resulting from the
                  increase in the limitations of Section 415(b) of the Code will
                  be provided to those participants who have one hour of service
                  on or after the first day of the first limitation year ending
                  after December 31,2001.

         3.       Definitions.

                  3.1      Defined Benefit Dollar Limitation. The "defined
                           benefit dollar limitation" is $160,000, as adjusted,
                           effective January 1 of each year, under Section
                           415(d) of the Code in such manner as the Secretary
                           shall prescribe, and is payable in the form of a
                           straight life annuity. A limitation as adjusted under
                           Section 415(d) will apply in limitation years ending
                           with or within the calendar year for which the
                           adjustment applies.

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                  3.2      Maximum Permissible Benefit. The "maximum permissible
                           benefit" is the lesser of the defined benefit dollar
                           limitation or the defined benefit compensation
                           limitation (both adjusted where required), as
                           provided in (a) and, if applicable, (b) or (c),
                           below.

                           (a)      If the Participant has fewer than 10 years
                                    of participation in the Plan, the defined
                                    benefit dollar limitation shall be
                                    multiplied by a fraction, (i) the numerator
                                    of which is the number of years (or part
                                    thereof) of participation in the Plan, and
                                    (ii) the denominator of which is 10. In the
                                    case of a Participant who has fewer than 10
                                    years of service with the employer, the
                                    defined benefit compensation limitation
                                    shall be multiplied by a fraction, (i) the
                                    numerator of which is the number of years
                                    (or part thereof) of service with the
                                    Employer and (ii) the denominator of which
                                    is 10.

                           (b)      If the benefit of a Participant begins prior
                                    to age 62, the defined benefit dollar
                                    limitation applicable to the Participant at
                                    such earlier age is an annual benefit
                                    payable in the form of a straight life
                                    annuity beginning at the earlier age that is
                                    the actuarial equivalent of the defined
                                    benefit dollar limitation beginning at age
                                    62 (adjusted under (a) above, as required).
                                    The defined benefit dollar limitation
                                    applicable at an age prior to age 62 is
                                    determined as the lesser of (i) the
                                    actuarial equivalent (at such age) of the
                                    defined benefit dollar limitation computed
                                    using the interest rate and mortality table
                                    specified in Section 4.07(c)(2)(i) of the
                                    Plan (and Section 4.07(c)(2)(i) of Special
                                    Appendix I, as applicable) and (ii) the
                                    actuarial equivalent (at such age) of the
                                    defined benefit dollar limitation computed
                                    using a 5 percent interest rate and the
                                    applicable mortality table as defined in
                                    Section 4.07(c)(2(ii)) of the Plan (and
                                    Section 4.07(c)(2(ii) of Special Appendix I,
                                    as applicable). Any decrease in the defined
                                    benefit dollar limitation determined in
                                    accordance with this paragraph (b) shall not
                                    reflect a morality decrement if benefits are
                                    not forfeited upon the death of the
                                    participant. If any benefits are forfeited
                                    upon death, the full mortality decrement is
                                    taken into account.

                           (c)      If the benefit of a Participant begins after
                                    the Participant attains age 65, the defined
                                    benefit dollar limitation applicable to the
                                    participant at such later age is the annual
                                    benefit payable in the form of a straight
                                    life annuity beginning at the later age that
                                    is actuarially equivalent to the defined
                                    benefit dollar limitation applicable to the
                                    Participant at age 65 (adjusted under (a)
                                    above, if required). The actuarial
                                    equivalent of the defined benefit dollar
                                    limitation applicable at an age after 65 is
                                    determined as (i) the lesser of the
                                    actuarial equivalent (at such age) of the
                                    defined benefit dollar limitation computed
                                    using the interest rate and mortality table
                                    (or other tabular factor) specified in
                                    Section 4.07(d)(2)(i) of the Plan (and
                                    Section 4.07(d)(2)(i) of Special Appendix I,
                                    as applicable) and (ii) the actuarial
                                    equivalent (at such age) of the defined
                                    benefit dollar limitation computed using a 5
                                    percent interest rate assumption and the
                                    applicable mortality table as defined in
                                    Section 4.07(d)(2)(ii) of the Plan (and
                                    Section 4.07(d)(2)(ii) of Special Appendix
                                    I, as applicable). For these purposes,

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                                    mortality between age 65 and the age at
                                    which benefits commence shall be ignored.

         SECTION II. MODIFICATION OF TOP-HEAVY RULES.

         1.       Effective Date. This Section shall apply for purposes of
                  determining whether the Plan is a Top-Heavy Plan under Section
                  416(g) of the Code for Plan Years beginning after December
                  31,2001, and whether the Plan satisfies the minimum benefits
                  requirements of Section 416(c) of the Code for such years.
                  This Section amends Article XI of the Plan (and Article XI of
                  Special Appendix I to the Plan, as applicable).

         2.       Determination of Top-Heavy Status.

                  2.1      Key Employee. Key Employee means any employee or
                           former employee (including any deceased employee),
                           who at any time during the Plan Year that includes
                           the determination date was an officer of the Employer
                           having annual compensation greater than $130,000 (as
                           adjusted under Section 416(i)(1) of the Code for Plan
                           Years beginning after December 31, 2002), a 5-percent
                           owner of the Employer, or a 1 percent owner of the
                           Employer having annual compensation of more than
                           $150,000. For this purpose, annual compensation means
                           compensation within the meaning of Section 415(c)(3)
                           of the Code. The determination of who is a key
                           employee will be made in accordance with Section
                           416(i)(1) of the Code and the applicable regulations
                           and other guidance of general applicability issued
                           thereunder.

                  2.2      Determination of present values and amounts. This
                           Section 2.2 shall apply for purposes of determining
                           the present value of accrued benefits and the amounts
                           of account balances of employees as of the
                           determination date.

                           2.2.1    Distributions during year ending on the
                                    determination date. The present value of
                                    accrued benefits and the amounts of account
                                    balances of an employee as of the
                                    determination date shall be increased by the
                                    distributions made with respect to the
                                    employee under the Plan and any plan
                                    aggregated with the Plan under Section
                                    416(g)(2) of the Code during the 1-year
                                    period ending on the determination date. The
                                    preceding sentence shall also apply to
                                    distributions under a terminated plan which,
                                    had it not been terminated, would have been
                                    aggregated with the Plan under Section
                                    416(g)(2)(A)(i) of the Code. In the case of
                                    a distribution made for a reason other than
                                    separation from service, death or
                                    disability, this provision shall be applied
                                    by substituting "5-year period" for "1-year
                                    period".

                           2.2.2    Employees not performing Services during
                                    year ending on the determination date. The
                                    accrued benefits and accounts of any
                                    individual who has not performed services
                                    for the Employer during the 1-year period
                                    ending on the determination date shall not
                                    be taken into account.

         3.       Minimum Benefits. For purposes of satisfying the minimum
                  benefit requirements of Section 416(c)(1) of the Code and the
                  Plan, in determining years of service

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                  with the employer, any service with the Employer shall be
                  disregarded to the extent that such service occurs during a
                  Plan Year when the Plan benefits (within the meaning of
                  Section 410(b) of the Code) no key employee or former key
                  employee.

         SECTION III. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS.

         1.       Effective Date. This Section shall apply to distributions made
                  after December 31, 2001.

         2.       Modification of definition of eligible retirement plan. For
                  purposes of the direct rollover provisions in Section 5.12 of
                  the Plan (and Section 5.12 of Special Appendix I, as
                  applicable), an eligible retirement plan shall also mean an
                  annuity contract as described in Section 403(b) of the Code
                  and an eligible plan under Section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this Plan. The
                  definition of eligible retirement plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former spouse who is the alternate payee under a qualified
                  domestic relations order as defined in Section 414(p) of the
                  Code.

         SECTION IV. REVENUE RULING 2001-62.

         1.       Effective Date. The section shall apply to distributions with
                  an annuity starting date on or after December 31, 2002.

         2.       Notwithstanding any other provision of this Plan to the
                  contrary, the applicable mortality table used for purposes of
                  adjusting any benefit or limitation under Section
                  415(b)(2)(B), (C) or (D) of the Code as set forth in Section
                  4.07 of the Plan (and Section 4.07 of Special Appendix I, as
                  applicable) and the applicable mortality table used for the
                  purposes of satisfying the requirements of Section 417(e) of
                  the Code as set forth in Section 9.04 of the Plan (and
                  Sections 1.02 and 9.04 of Special Appendix I, as applicable)
                  is the table described in Revenue Ruling 2001-62.

         SECTION V. REVENUE RULING 2002-27.

         1.       Effective Date. This Section shall apply to Plan Years and
                  Limitation Years beginning on and after January 1, 2002.

         2.       For purposes of the definition of compensation under Section
                  4.09 (and Section 4.09 of Special Appendix I, as applicable),
                  amounts under Section 125 of the Code include any amounts not
                  available to a Participant in cash in lieu of group health
                  coverage because the Participant is unable to certify that he
                  or she has other health coverage. An amount will be treated as
                  an amount under Section 125 only if the Employer does not
                  request or collect information regarding the Participant's
                  other health coverage as part of the enrolment process for the
                  health plan."

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